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70-462: The National Democratic Alliance ( NDA ; ISO : Rāṣṭrīya Lokatāṁtrika Gaṭhabaṁdhana ) is an Indian big tent multi-party political alliance , led by country's biggest political party the Bharatiya Janata Party (BJP). It was founded on 15 May 1998 and currently controls the government of India as well as the government of 19 Indian states and one Union territory . Its first chairman

140-655: A coalition government , with the Telugu Desam Party of Andhra Pradesh and Janata Dal (United) of Bihar emerging as two main allies. The NDA was formed in May 1998 as a coalition to contest the general elections . The main aim of the NDA was to form an anti- Indian National Congress coalition. It was led by the BJP , and included several regional parties, including the Samata Party and

210-441: A quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law countries,

280-638: A United Andhra Pradesh), and West Bengal . But BJP led NDA has ruled many local governing institutions including corporations, municipalities, panchayats and has also been elected to many Lok Sabha constituencies, state assembly constituencies and local body divisions and wards in these 3 states. Last election Note that it refers to nomination by alliance, as the offices of President and Vice President are apolitical. Electoral mandates Time in office Bhairon Singh Shekhawat (2002–2007) Venkaiah Naidu (2017–2022) Jagdeep Dhankhar (2022–) As of March 2024, there are 39 political parties that are members of

350-442: A board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on

420-446: A board of directors are determined by government regulations (including the jurisdiction's corporate law ) and the organization's own constitution and by-laws . These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect

490-527: A board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity ). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout

560-405: A board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and the officers become members of the board in addition to the directors and retain those duties on

630-515: A board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co. , for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if

700-604: A convenor in 2019 for better coordination of the allies. On 27 July 2017 JD(U) with the help of BJP formed the government in Bihar. Later, on 19 August 2017 JD(U) formally rejoined the NDA after 4 years. The BJP has previously been the sole party in power in Delhi and Jharkhand . It has also ruled Jammu and Kashmir , Punjab as part of coalition and alliance governments. The NDA has never been in power in 3 states – Kerala , Telangana (between 1999 and 2004 BJP in alliance with TDP ruled

770-529: A generous " golden parachute " which also acts as a deterrent to removal. A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from

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840-466: A position on the board. Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement. In practice for publicly traded companies, the managers ( inside directors ) who are purportedly accountable to

910-416: A proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support. Board accountability to shareholders is a recurring issue. In September 2010, The New York Times noted that several directors who had overseen companies which had failed in

980-439: A relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. The process for running a board, sometimes called the board process , includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to

1050-438: A resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors. In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems,

1120-415: A single-tier board, while the chairman of the management board is reckoned as the company's CEO or managing director . These two roles are always held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in

1190-509: A stable government at Haryana with BJP Shiv Sena exited from the NDA, as BJP was not willing to agree for Sharing CM Post with Shiv Sena to form government in Maharashtra. BJP, AJSU sever ties in Jharkhand days before Assembly elections 2019. ISO 15919 ISO 15919 is an international standard on the romanization of many Brahmic scripts , which was agreed upon in 2001 by a network of

1260-414: Is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management . Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting . In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and

1330-407: Is a director who is also an employee, officer, chief executive, major shareholder , or someone similarly connected to the organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: An inside director who is employed as a manager or executive of

1400-406: Is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management. The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of

1470-408: Is associated with rigorous monitoring and improved corporate governance. In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of

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1540-413: Is considered to be comparatively weak due to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience

1610-423: Is no standard keyboard layout for ISO 15919 input but many systems provide a way to select Unicode characters visually. ISO/IEC 14755 refers to this as a screen-selection entry method . Board of directors A board of directors is an executive committee that supervises the activities of a business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of

1680-401: Is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited. In membership organizations , such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of

1750-408: Is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on

1820-459: Is that the board tends to have more de facto power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of

1890-400: The 2007–2008 financial crisis had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013. The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that

1960-482: The 2019 general election , the alliance further increased its tally to 353 seats with combined vote share of 45.43%. The alliance lost 60 seats in the 2024 general election , but retained enough to form a coalition government, a first in over 10 years. On 7 June 2024, Modi confirmed the support of 293 MPs to Droupadi Murmu , the President of India . This marked Modi's third term as Prime Minister and his first time heading

2030-660: The AIADMK , as well as Shiv Sena , but Shiv Sena broke away from the alliance in 2019 to join the Maha Vikas Aghadi with Congress and the NCP . Samata Party also broke away from alliance in 2003 after formation of Janta Dal (United) . The Shiv Sena was the only member which shared the Hindutva ideology of the BJP. After the election, it was able to muster a slim majority with outside support from

2100-515: The Telugu Desam Party , allowing Atal Bihari Vajpayee to return as prime minister. The government collapsed within a year because the AIADMK withdrew its support. After the entry of a few more regional parties, the NDA proceeded to win the 1999 elections with a larger majority. Vajpayee became Prime Minister for a third time, and this time served a full five-year term. The NDA called elections in early 2004 , six months ahead of schedule. Its campaign

2170-401: The transliteration of Sanskrit rather than the transcription of Brahmic scripts. As a notable difference, both international standards, ISO 15919 and UNRSGN transliterate anusvara as ṁ , while ALA-LC and IAST use ṃ for it. However, ISO 15919 provides guidance towards disambiguating between various anusvara situations (such as labial versus dental nasalizations), which is described in

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2240-504: The 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting. However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that

2310-610: The CEO and their direct reports (other C-level officers, division/subsidiary heads). Board structures and procedures vary both within and among OECD countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there

2380-464: The NDA's defeat was due to a failure to reach out to the rural masses. The scenario however changed quickly with the rise of Gujarat CM Narendra Modi who went on to become India's PM from 2014 onwards. The NDA currently has a supermajority government in the Lok Sabha. The National Democratic Alliance does not have a formal governing structure such as an executive board or politburo . It has been up to

2450-533: The U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have

2520-517: The US are the National Association of Corporate Directors , McKinsey and The Board Group. A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by conference call or other electronic means. They may also specify how a quorum is to be determined. The responsibilities of

2590-558: The alliance. The Bharatiya Janata Party and the National People's Party are the only two political parties being recognised by the Election Commission of India as national parties . Other parties in the alliance are either recognised as state level parties or unrecognised parties. Contested on BJP symbol lotus Contested on AIADMK two leaves symbol Contested by BJP symbol lotus JJP joined hands with NDA to forming

2660-410: The arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and

2730-400: The board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association . However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise. The directors of an organization are

2800-586: The board itself. Other names include board of directors and advisors , board of governors , board of managers , board of regents , board of trustees , and board of visitors . It may also be called the executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation , these responsibilities are typically much more rigorous and complex than for those of other types. Typically,

2870-470: The board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items , and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in

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2940-492: The board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest ) are nominated and elected. In countries with co-determination , a fixed fraction of the board is elected by the corporation's workers. Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by

3010-454: The board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. A contrasting view

3080-405: The board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members. Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in

3150-456: The board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about the industry or sector in which the organization is operating. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where

3220-455: The bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. In a publicly held company , directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders /stockholders. In this capacity they establish policies and make decisions on issues such as whether there

3290-436: The director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include

3360-487: The director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance

3430-478: The division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage." The new approach did not secure immediate approval, but it

3500-412: The general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in

3570-479: The general body of shareholders. It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it. In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement . For publicly traded companies in

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3640-426: The hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of

3710-502: The leaders of the individual parties to make decisions on issues such as sharing of seats in elections, allocation of ministries and the issues that are raised in Parliament. Given the varied ideologies among the parties, there have been many cases of disagreement and split voting among the allies. Owing to ill health, George Fernandes , who was the NDA convener until 2008, was discharged of his responsibility and replaced by Sharad Yadav ,

3780-427: The members of the board. In a stock corporation , non-executive directors are elected by the shareholders , and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the chief executive officer of the corporation and sets out

3850-418: The membership, especially if the membership meets infrequently, such as only at an annual general meeting . The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations. The setup of

3920-560: The national standards institutes of 157 countries. However, the Hunterian transliteration system is the "national system of romanization in India " and a United Nations expert group noted about ISO 15919 that "there is no evidence of the use of the system either in India or in international cartographic products." Another standard, United Nations Romanization Systems for Geographical Names (UNRSGN),

3990-426: The organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. An outside director is a member of the board who is not otherwise employed by or engaged with

4060-567: The organization, and does not represent any of its stakeholders. A typical example is a director who is president of a firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of

4130-408: The overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by

4200-423: The persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization. Corporations often appoint a former senior executive and ex-board member as honorary president , a position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director

4270-452: The powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their ostensible authority (see also: the rule in Turquand's Case ). Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of

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4340-468: The shareholders are normally the same people, and thus there is no real division of power. In large public companies , the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. Another feature of boards of directors in large public companies

4410-629: The table below. The table below shows the differences between ISO 15919, UNRSGN and IAST for Devanagari transliteration. Only certain fonts support all Latin Unicode characters for the transliteration of Indic scripts according to this standard. For example, Tahoma supports almost all the characters needed. Arial and Times New Roman font packages that come with Microsoft Office 2007 and later also support most Latin Extended Additional characters like ḍ, ḥ, ḷ, ḻ, ṁ, ṅ, ṇ, ṛ, ṣ and ṭ. There

4480-556: The then national president of the JD(U) political party. On 16 June 2013, the JD(U) left the coalition and Sharad Yadav resigned from the role of the NDA convener. Then the Chief Minister of Andhra Pradesh N. Chandrababu Naidu was made the NDA convener. Later in 2018, after the withdrawal of TDP from NDA the post of convenor was vacant. However NDA allies like LJP demanded the appointment of

4550-465: The world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses. A board-only organization

4620-527: Was based around the slogan of "India Shining" which attempted to depict the NDA government as responsible for a rapid economic transformation of the country. However, the NDA suffered a defeat, winning only a 186 seats in the Lok Sabha, compared to the 222 of the United Progressive Alliance led by the Congress , with Manmohan Singh succeeding Vajpayee as prime minister. Commentators have argued that

4690-636: Was developed by the United Nations Group of Experts on Geographical Names (UNGEGN) and covers many Brahmic scripts. The ALA-LC romanization was approved by the Library of Congress and the American Library Association and is a US standard. The International Alphabet of Sanskrit Transliteration (IAST) is not a standard (as no specification exists for it) but a convention developed in Europe for

4760-548: Was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them. The modern doctrine

4830-513: Was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which

4900-438: Was then Prime Minister of India Atal Bihari Vajpayee . L. K. Advani , the former Deputy Prime Minister , took over as chairman in 2004 and served until 2014, and Amit Shah has been the chairman since 2014. The coalition ruled from 1998 to 2004. The alliance returned to power in the 2014 general elections with a combined vote share of 38.5%. Its leader Narendra Modi was sworn in as Prime Minister of India on 26 May 2014. In

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